IMPORTANT NOTICE THIS DOCUMENT IS AVAILABLE ONLY TO INVESTORS WHO ARE NON-U.S. PERSONS WITH ADDRESSES OUTSIDE OF THE U.S. IMPORTANT: You must read the following before continuing. If you are not the intended recipient of this message, please do not distribute or copy the information contained in this e-mail, but instead, delete and destroy all copies of this e-mail including all attachments. The following applies to the offering circular following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the offering circular. In accessing the offering circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. ANY INVESTMENT DECISION SHOULD BE MADE ON THE BASIS OF THE FINAL TERMS AND CONDITIONS OF THE RELEVANT SECURITIES. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. Confirmation of your Representation: In order to be eligible to view the following offering circular or make an investment decision with respect to the securities, investors must be non-u.s. persons (within the meaning of Regulation S under the Securities Act) outside the United States. By accepting the e-mail and accessing the following offering circular, you shall be deemed to have represented to us that (1) you and any customers you represent are non-u.s. persons and that the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the United States, its territories or possessions and (2) you consent to the delivery of such offering circular by electronic transmission. You are reminded that the following offering circular has been delivered to you on the basis that you are a person into whose possession the following offering circular may be lawfully delivered in accordance with the laws of jurisdiction in which you are located and you may not, nor are you authorized to, deliver or disclose the contents of the following offering circular to any other person. If this is not the case, you must return this offering circular to us immediately. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. The following offering circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently, none of Bank of Taiwan, Bank SinoPac, Capital Securities Corp., Crédit Agricole Corporate and Investment Bank, Taipei Branch, CTBC Bank Co., Ltd., E.SUN Commercial Bank, Ltd., Fubon Securities Co., Ltd., HSBC Bank (Taiwan) Limited, KGI Securities Co. Ltd., MasterLink Securities Corporation, Mega International Commercial Bank Co., Ltd., President Securities Corporation, SinoPac Securities Corporation and Yuanta Securities Co., Ltd. (collectively, the Managers ) nor any person who controls any of them nor any director, officer, employee nor agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the offering circular distributed to you in electronic format and the hard copy version available to you on request from the Managers. Solely for the purposes of the manufacturer s product approval process, the target market assessment in respect of the securities has led to the conclusion that: (i) the target market for the securities is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II ); and (ii) all channels for distribution of the securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the securities (a distributor ) should take into consideration the manufacturer s target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the securities (by either adopting or refining the manufacturer s target market assessment) and determining appropriate distribution channels. You should not reply by e-mail to this announcement, and you may not purchase any securities by doing so. Any reply e- mail communications, including those you generate by using the Reply function on your e-mail software, will be ignored or rejected. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.
PRICING SUPPLEMENT (incorporated with limited liability under the laws of the Republic of Korea) Issue of U.S.$300,000,000 Floating Rate Notes due 2023 under the U.S.$7,000,000,000 Global Medium Term Note Programme THE NOTES TO WHICH THIS PRICING SUPPLEMENT RELATES (THE NOTES ) HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE NOTES WILL BE OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN RELIANCE ON REGULATION S. Lead Manager and Joint Bookrunner HSBC Bank (Taiwan) Limited Joint Manager and Joint Bookrunner Crédit Agricole Corporate and Investment Bank, Taipei Branch Co-Managers Bank of Taiwan Capital Securities Corp. E.SUN Bank KGI Securities Co. Ltd. Mega International Commercial Bank Co., Ltd. SinoPac Securities Corporation Bank SinoPac CTBC Bank Co., Ltd. Fubon Securities Co., Ltd. MasterLink Securities Corporation President Securities Corporation Yuanta Securities Co., Ltd. The date of this Pricing Supplement is 17th January, 2018
Woori Bank (acting through its principal office in Korea) Issue of U.S.$300,000,000 Floating Rate Notes due 2023 under the U.S.$7,000,000,000 Global Medium Term Note Programme This document constitutes the Pricing Supplement relating to the issue of Notes described herein. Capitalised terms used herein shall have the meanings set forth in the Offering Circular dated 28th April, 2017 (the Offering Circular ). This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with the Offering Circular. 1. Issuer: Woori Bank (acting through its principal office in Korea) 2. (i) Series Number: 102 (ii) Tranche Number: 1 3. Specified Currency or Currencies: United States dollars ( U.S.$ ) 4. Aggregate Nominal Amount: (i) Series: U.S.$300,000,000 (ii) Tranche: U.S.$300,000,000 5. (i) Issue Price of Tranche: 100 per cent. of the Aggregate Nominal Amount (ii) Net proceeds (after deducting a combined management and underwriting commission but not estimated expenses): U.S.$299,400,000 6. Specified Denominations: U.S.$200,000 and, in excess thereof, integral multiples of U.S.$1,000 7. (i) Issue Date: 1st February, 2018 (ii) Interest Commencement Date: 1st February, 2018 8. Maturity Date: Interest Payment Date falling in February 2023 9. Interest Basis: Three month USD LIBOR + 0.87 per cent. Floating Rate (further particulars specified below) 10. Redemption/Payment Basis: Redemption at par 11. Change of Interest Basis or None Redemption/Payment Basis: 12. Put/Call Options: Not applicable 13. (i) Status of the Notes: Senior (ii) Date Board approval for issuance 15th December, 2017 of Notes obtained: 14. Listing: Taipei Exchange (the TPEx ) and Singapore Exchange Securities Trading Limited (the SGX-ST ) 15. Method of distribution: Syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 16. Fixed Rate Note Provisions: Not applicable P-3
17. Floating Rate Note Provisions: Applicable (i) Specified Interest Payment Dates: Quarterly on each of 1st February, 1st May, 1st August and 1st November in each year, commencing on 1st May, 2018 (ii) Business Day Convention: Modified Following Business Day Convention (iii) Additional Business Centres: New York City, London, Seoul and Taipei (iv) Manner in which the Rate of Interest and Interest Amount is to be determined: Screen Rate Determination (v) Party responsible for calculating the Rate of Interest and Interest Amount (if not the Principal Paying Agent): Not applicable (vi) Screen Rate Determination: Reference Rate: Three month USD LIBOR Interest Determination Dates: Second London business day prior to the start of each Interest Period Relevant Screen Page: Reuters Page LIBOR0l (vii) ISDA Determination: Not applicable (viii) Margin(s): + 0.87 per cent. per annum (ix) Minimum Rate of Interest: Not applicable (x) Maximum Rate of Interest: Not applicable (xi) Day Count Fraction: Actual/360 (xii) Fall back provisions, rounding Not applicable provisions and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions: 18. Zero Coupon Note Provisions: Not applicable 19. Index Linked Interest Note Provisions: Not applicable 20. Dual Currency Note Provisions: Not applicable PROVISIONS RELATING TO REDEMPTION 21. Issuer Call: Not applicable 22. Investor Put: Not applicable 23. Final Redemption Amount of each Par Note: 24. Early Redemption Amount of each Note payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in Condition 8(e)): Not applicable GENERAL PROVISIONS APPLICABLE TO THE NOTES P-4
25. Form of Notes: Registered Notes (Regulation S Global Note) 26. Additional Financial Centre(s) or other New York City, London, Seoul and Taipei special provisions relating to Payment Dates: 27. Talons for future Coupons or Receipts to be attached to Definitive Bearer Notes (and dates on which such Talons mature): 28. Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: 29. Details relating to Instalment Notes: amount of each instalment, date on which each payment is to be made: No Not applicable Not applicable 30. Redenomination applicable: Redenomination not applicable 31. RMB Currency Event: Not applicable 32. Other terms or special conditions: Not applicable DISTRIBUTION 33. (i) If syndicated, names of Managers: Bank of Taiwan Bank SinoPac Capital Securities Corp. Crédit Agricole Corporate and Investment Bank, Taipei Branch CTBC Bank Co., Ltd. E.SUN Commercial Bank, Ltd. Fubon Securities Co., Ltd. HSBC Bank (Taiwan) Limited KGI Securities Co. Ltd. MasterLink Securities Corporation Mega International Commercial Bank Co., Ltd. President Securities Corporation SinoPac Securities Corporation Yuanta Securities Co., Ltd. (ii) Stabilising Manager (if any): None 34. If non-syndicated, name of relevant Not applicable Dealer: 35. United States selling restrictions: Regulation S Category 2 TEFRA rules not applicable 36. Additional selling restrictions: The Republic of China (the ROC ) The Notes have not been, and shall not be, offered, sold or resold, directly or indirectly, to investors other than professional institutional investors as defined under Paragraph 2, Article 4 of the Financial Consumer Protection P-5
OPERATIONAL INFORMATION 37. Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s): Act of the ROC, which currently include: (i) overseas or domestic banks, securities firms, futures firms and insurance companies (excluding insurance agencies, insurance brokers and insurance surveyors), the foregoing as further defined in more detail in Paragraph 3 of Article 2 of the Organization Act of the Financial Supervisory Commission of the ROC, (ii) overseas or domestic fund management companies, government investment institutions, government funds, pension funds, mutual funds, unit trusts, and funds managed by financial service enterprises pursuant to the ROC Securities Investment Trust and Consulting Act, the ROC Future Trading Act or the ROC Trust Enterprise Act or investment assets mandated and delivered by or transferred for trust by financial consumers, and (iii) other institutions recognized by the Financial Supervisory Commission of the ROC. Purchasers of the Notes are not permitted to sell or otherwise dispose of the Notes except by transfer to a professional institutional investor. European Economic Area Solely for the purposes of the manufacturer s product approval process, the target market assessment in respect of the securities has led to the conclusion that: (i) the target market for the securities is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II ); and (ii) all channels for distribution of the securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the securities (a distributor ) should take into consideration the manufacturer s target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the securities (by either adopting or refining the manufacturer s target market assessment) and determining appropriate distribution channels. Not applicable 38. Delivery: Delivery against payment 39. In the case of Registered Notes, specify Not applicable the location of the office of the Registrar if other than New York: 40. Additional Paying Agent(s) (if any): None ISIN: XS1755413652 Common Code: 175541365 P-6
RECENT DEVELOPMENTS This section provides information that supplements or replaces certain information about the Issuer or the Programme under the headings corresponding to the headings below in the Offering Circular. Capitalised terms used in this section or elsewhere in this Pricing Supplement have the meanings given to them in the Offering Circular. If the information in this section differs from the information in the Offering Circular, you should rely on the information in this section. Risks relating to the Notes RISK FACTORS Changes in the method for determining LIBOR or the application of alternative interest rates may adversely affect the value of and return on the Notes The London Interbank Offered Rate ( LIBOR ) for three-month borrowings denominated in U.S. dollars ( Three month USD LIBOR ) is the Reference Rate used to calculate the Rate of Interest applicable to the Notes for each quarterly Interest Period. LIBOR for different periods and currencies is determined and announced on a daily basis by the ICE Benchmark Administration, the administrator of LIBOR, based on rate submissions provided by groups of panel banks for the relevant currencies. In July 2017, the U.K. Financial Conduct Authority (the FCA ), which has regulatory authority with respect to LIBOR, announced that it does not intend to continue to encourage, or use its power to compel, panel banks to provide rate submissions for the determination of LIBOR beyond the end of 2021. It is possible that panel banks will continue to provide rate submissions, and that the ICE Benchmark Administration will continue to determine and announce LIBOR, on the current basis after 2021, if they are willing and able to do so. However, there is no guarantee that LIBOR will be determined and announced after 2021 on the current basis, or at all. Pursuant to the terms and conditions of the Notes, if Three month USD LIBOR information is no longer available through the relevant Reuters screen page, the Rate of Interest applicable to the Notes will be calculated pursuant to certain fall-back provisions set forth in the Agency Agreement. The operation of such fall-back provisions, which is dependent in part upon the provision by certain reference banks of applicable rate quotations, is subject to market conditions and the availability of rate information from the relevant banks at the relevant time. In certain circumstances, the operation of such fall-back provisions may result in a Rate of Interest that is a fixed rate, based on the Rate of Interest applicable to the last Interest Period for which rate information was available. Uncertainty as to the continued availability of, and future determination method for, LIBOR, as well as the Rate of Interest that would be applicable to the Notes if LIBOR becomes discontinued or no longer available, may negatively affect the trading market for and value of the Notes. Currently, it is not possible to predict future developments with respect to LIBOR or their timing or impact. Any such developments, including as a result of international, national or other initiatives for reform or for the adoption of substitute or successor interest rate benchmarks, could have a material adverse effect on the value of and return on the Notes. P-7
CAPITALISATION OF THE BANK The following table sets out the Bank s consolidated capitalisation (defined as the sum of its borrowings and debentures and its equity) as of 30th September, 2017 (i) on an actual basis, as extracted from the Bank s unaudited consolidated interim financial statements as of and for the nine-month period ended 30th September, 2017 included elsewhere in this Pricing Supplement and (ii) on an as adjusted basis to give effect to the issue of the Notes. The as adjusted information below is illustrative only and does not take into account any changes in the capitalisation of the Bank after 30th September, 2017, other than to give effect to the issue of the Notes. As of 30th September, 2017 Actual (1) As Adjusted (in billions of Won) Indebtedness (including current portion): Borrowings... W 16,314 W 16,314 Debentures... 27,537 27,537 Notes offered hereby... 344 Total Indebtedness... W 43,852 W 44,196 Equity: Capital stock, par value W5,000 Authorised share capital (5,000 million shares) Issued common stock (676,000,000 shares)... W 3,381 W 3,381 Hybrid equity securities... 3,018 3,018 Capital surplus... 287 287 Other equity... (1,759) (1,759) Retained earnings... 15,524 15,524 Non-controlling interests... W 166 W 166 Total equity... W 20,617 W 20,617 Total capitalisation... W 64,468 W 64,812 Notes: (1) There has been no material change in the capitalisation of the Bank since 30th September, 2017. (2) Translated into Won at W1,146.7 to U.S.$1.00, the Market Average Exchange Rate in effect as of 30th September, 2017. P-8
SELECTED FINANCIAL DATA The following tables set forth selected consolidated financial information of the Bank as of 31st December, 2016 and 30th September, 2017 and for the nine-month periods ended 30th September, 2016 and 2017, which have been derived from the Bank s unaudited consolidated interim financial statements included elsewhere in this Pricing Supplement. Such financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by Korea ( K-IFRS ), which differs in certain significant respects from generally accepted accounting principles in other countries, including the United States. The unaudited consolidated interim financial statements of the Bank as of 31st December, 2016 and 30th September, 2017 and for the nine-month periods ended 30th September, 2016 and 2017 included elsewhere in this Pricing Supplement have not been audited but have been reviewed by the Bank s independent accountants, Deloitte Anjin LLC, a member firm of Deloitte Touche Tohmatsu. The Bank s results of operations for the nine-month period ended 30th September, 2017 are not necessarily indicative of its results of operations for the full year 2017. For the nine-month period ended 30th September, 2016 2017 (in billions of Won, except per share data) Consolidated Statement of Comprehensive Income Information Operating income Net interest income: Interest income... W 6,402 W 6,377 Interest expense... (2,657) (2,476) 3,745 3,902 Net fees and commissions income: Fees and commissions income... 1,389 1,548 Fees and commissions expense... (679) (734) 710 815 Dividend income... 137 108 Net loss on financial instruments at fair value through profit or loss... (44) (98) Net gain on available-for-sale financial assets... 33 148 Impairment losses due to credit loss... (671) (501) General and administrative expenses: Employee benefits... (1,447) (1,762) Depreciation and amortisation... (188) (140) Other administrative expenses... (777) (745) (2,412) (2,647) Other net operating income (expenses)... (109) 74 1,389 1,802 Non-operating loss Share of gains (losses) of joint ventures and associates... (18) 5 Other net non-operating loss... (12) (6) (30) (0) Net income before income tax expense... 1,359 1,802 Income tax expense... (242) (409) Net income (Net income after the provision of regulatory reserve for credit loss for the nine months ended 30th September, 2017 and 2016 are W1,290 billion and W1,118 billion, respectively).. W 1,117 W 1,392 Net income attributable to: Net income attributable to owners... 1,106 1,379 Net income attributable to non-controlling interests... 11 14 Other comprehensive income (loss), net of tax: Items that will not be reclassified to profit or loss: Remeasurement of the net defined benefit liability... W (53) W 13 Items that may be reclassified to profit or loss: Gain (loss) on available-for-sale financial assets... 52 (51) Share of other comprehensive gain (loss) of joint ventures and associates... (3) 5 Loss on foreign currency translation for foreign operations... (75) (55) Gain (loss) on valuation of cash flow hedge... 10 (1) (15) (102) Total comprehensive income... W 1,049 W 1,304 P-9
For the nine-month period ended 30th September, 2016 2017 (in billions of Won, except per share data) Comprehensive income attributable to owners... 1,038 1,295 Comprehensive income attributable to non-controlling interests... 12 8 Basic and diluted earnings per share: Basic and diluted earnings per share... W 1,421 W 1,855 As of 31st As of 30th December, 2016 September, 2017 (in billions of Won) Consolidated Statement of Financial Position Information Assets: Cash and cash equivalents... W 7,591 W 6,812 Financial assets at fair value through profit or loss... 5,651 4,609 Available-for-sale financial assets... 20,818 18,625 Held-to-maturity financial assets... 13,910 16,325 Loans and receivables... 258,393 266,972 Investments in joint ventures and associates... 439 558 Investment properties... 358 361 Premises and equipment... 2,458 2,491 Intangible assets and goodwill... 484 525 Assets held for sale... 2 3 Current tax assets... 6 4 Deferred tax assets... 232 258 Derivative assets... 141 110 Net defined benefit assets... 71 6 Other assets... 129 215 Total assets... W 310,683 W 317,875 Liabilities: Financial liabilities at fair value through profit or loss... W 3,803 W 2,468 Deposits due to customers... 221,020 226,344 Borrowings... 18,770 16,314 Debentures... 23,565 27,537 Provisions... 428 401 Net defined benefit liability... 65 26 Current tax liabilities... 171 250 Deferred tax liabilities... 22 22 Derivative liabilities... 7 42 Other financial liabilities... 21,985 23,530 Other liabilities... 299 323 Total liabilities... W 290,137 W 297,258 Total equity... W 20,546 W 20,617 P-10
MANAGEMENT Mr. Tae-Seung Sohn was appointed as the new President and CEO, and a standing director, of the Bank at an extraordinary general meeting of shareholders of the Bank held on 22nd December, 2017. His term of office commenced at the time of his appointment and will end on the date of the extraordinary general meeting of shareholders of the Bank to be held in December 2020. P-11
LISTING APPLICATION This Pricing Supplement comprises the final terms required to list the issue of Notes described herein pursuant to the U.S.$7,000,000,000 Global Medium Term Note Programme of Woori Bank. The Issuer will submit an application for the Notes to be listed on the TPEx. The Notes will be traded on the TPEx pursuant to the applicable rules thereof. The effective date for the listing and trading of the Notes is expected to be on 1st February, 2018. The TPEx is not responsible for the content of this Pricing Supplement and the Offering Circular and any supplement or amendment thereto and no representation is made by the TPEx to the accuracy or completeness of this Pricing Supplement and the Offering Circular and any supplement or amendment thereto. The TPEx expressly disclaims any and all liability for any losses arising from, or as a result of the reliance on, all or part of the contents of this Pricing Supplement and the Offering Circular and any supplement or amendment thereto. Admission to the listing and trading of the Notes on the TPEx shall not to be taken as an indication of the merits of the Issuer or the Notes. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this Pricing Supplement. Approval in-principle from, admission of the Notes to the Official List of, and listing and quotation of any Notes on, the SGX-ST is not to be taken as an indication of the merits of the Issuer, the Programme or the Notes. ADDITIONAL RISK FACTORS Application will be made for the listing of the Notes on the TPEx. No assurances can be given as to whether the Notes will be, or will remain, listed on the TPEx. If the Notes fail to, or cease to, be listed on the TPEx, certain investors may not invest in, or continue to hold or invest in, the Notes. NOTICES If and for so long as the Notes are listed on the TPEx and for so long as the rules of the TPEx so require, all notices regarding the Notes shall also be published on a website designated by the Financial Supervisory Commission of the ROC (currently, http://siis.twse.com.tw/e_bond.htm). RESPONSIBILITY The Issuer accepts responsibility for the information contained in this Pricing Supplement, which, when read together with the Offering Circular, contains all information that is material in the context of the issue of the Notes. P-12
ROC TAXATION The following is a general description of the principal ROC tax consequences for investors receiving interest in respect of, or disposing of, the Notes and is of a general nature based on the Issuer s understanding of current law and practice. It does not purport to be comprehensive and does not constitute legal or tax advice. This general description is based upon the law as in effect on the date hereof and on the assumption that the Notes will be issued, offered, sold and re-sold to professional institutional investors as defined under Paragraph 2, Article 4 of the Financial Consumer Protection Act of the ROC only. This description is subject to change potentially with retroactive effect. Investors should appreciate that, as a result of changing law or practice, the tax consequences may be otherwise than as stated below. Investors should consult their professional advisers on the possible tax consequences of subscribing for, purchasing, holding or selling the Notes. Interest on the Notes As the Issuer of the Notes is not an ROC statutory tax withholder, there is no ROC withholding tax on the interest or deemed interest to be paid by the Issuer on the Notes. ROC corporate holders must include the interest or deemed interest receivable under the Notes as part of their taxable income and pay income tax at a flat rate of 17 per cent. (unless the total taxable income for a fiscal year is under NT$120,000), as they are subject to income tax on their worldwide income on an accrual basis. The alternative minimum tax ( AMT ) is not applicable. Sale of the Notes In general, the sale of corporate bonds or financial bonds is subject to 0.1 per cent. securities transaction tax ( STT ) on the transaction price. However, Article 2-1 of the Securities Transaction Tax Act prescribes that STT will cease to be levied on the sale of corporate bonds and financial bonds from 1st January, 2010 to 31st December, 2026. Therefore, the sale of the Notes will be exempt from STT if the sale is conducted on or before 31st December, 2026. Starting from 1st January, 2027, any sale of the Notes will be subject to STT at 0.1 per cent. of the transaction price, unless otherwise provided by the tax laws that may be in force at that time. Capital gains generated from the sale of bonds are exempt from income tax. Accordingly, ROC corporate holders are not subject to income tax on any capital gains generated from the sale of the Notes. However, ROC corporate holders should include the capital gains in their basic income for AMT calculation purposes. If the amount of the AMT exceeds the ordinary income tax calculated pursuant to the Income Basic Tax Act of the ROC (also known as the AMT Act), the excess will become the ROC corporate holders AMT payable. Capital losses, if any, incurred by such holders may be carried over five years to offset capital gains of the same income category for AMT calculation purposes. ROC SETTLEMENT AND TRADING Investors with a securities book-entry account with an ROC securities broker and a foreign currency deposit account with an ROC bank, may request the approval of the Taiwan Depositary & Clearing Corporation ( TDCC ) for the settlement of the Notes through the account of TDCC with Euroclear or Clearstream, Luxembourg and if such approval is granted by TDCC, the Notes may be so cleared and settled. In such circumstances, TDCC will allocate the respective book-entry interest of such investor in the Notes to the securities book-entry account designated by such investor in the ROC. The Notes will be traded and settled pursuant to the applicable rules and operating procedures of TDCC and the TPEx as domestic bonds. In addition, an investor may apply to TDCC (by filing in a prescribed form) to transfer the Notes in its own account with Euroclear or Clearstream, Luxembourg to the TDCC account with Euroclear or Clearstream, Luxembourg for trading in the domestic market or vice versa for trading in overseas markets. For such investors who hold their interest in the Notes through an account opened and held by TDCC with Euroclear or Clearstream, Luxembourg, distributions of principal and/or interest for the Notes to such holders may be made by payment services banks whose systems are connected to TDCC to the foreign currency deposit accounts of the holders. Such payment is expected to be made on the second Taiwanese business day following TDCC s receipt of such payment (due to time difference, the payment is expected to be received by TDCC one Taiwanese business day after the distribution date). However, when the holders will actually receive such P-13
distributions may vary depending upon the daily operations of the ROC banks with which the holder has the foreign currency deposit account. P-14
Appendix A INDEX TO FINANCIAL STATEMENTS Consolidated Unaudited Interim Financial Statements of Woori Bank as of 30th September, 2017 and for the Three and Nine Months Ended 30th September, 2017 and 2016 Independent Accountants Review Report... A-1 Consolidated Interim Statements of Financial Position as of 30th September, 2017 and 31st December, 2016... A-3 Consolidated Interim Statements of Comprehensive Income for the Three Months and Nine Months Ended 30th September, 2017 and 2016... A-5 Consolidated Interim Statements of Changes in Equity for the Nine Months Ended 30th September, 2017 and 2016... A-6 Consolidated Interim Statements of Cash Flows for the Nine Months Ended 30th September, 2017 and 2016... A-7 Notes to Consolidated Interim Financial Statements as of 30th September, 2017 and for the Three Months and the Nine Months Ended 30th September, 2017 and 2016... A-9
INDEPENDENT ACCOUNTANTS REVIEW REPORT English Translation of a Report Originally Issued in Korean on November 13, 2017 To the Shareholders and the Board of Directors of Woori Bank Report on the Consolidated Financial Statements We have reviewed the accompanying consolidated interim financial statements of Woori Bank and subsidiaries (the Group ). The financial statements consist of the consolidated interim statements of financial position as of September 30, 2017 and the consolidated interim statements of comprehensive income for the three and nine months ended September 30, 2017 and 2016, consolidated interim statements of changes in shareholders equity and consolidated interim statements of cash flows, all expressed in Korean Won, for the nine months ended September 30, 2017 and 2016, respectively, and a summary of significant accounting policies and other explanatory information. Management s Responsibility for the Consolidated Interim Financial Statements The Group s management is responsible for the preparation and fair presentation of these consolidated interim financial statements in accordance with Korean International Financial Reporting Standards ( K-IFRS ) and for such internal control as management determines is necessary to enable the preparation of consolidated interim financial statements that are free from material misstatement, whether due to fraud or error. Independent Accountants Responsibility Our responsibility is to express a conclusion on the accompanying consolidated interim financial statements based on our reviews. We conducted our reviews in accordance with standards for review of consolidated interim financial statements in the Republic of Korea. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data, and this provides less assurance than an audit. We have not performed an audit and, accordingly, we do not express an audit opinion. Review conclusion Based on our reviews, nothing has come to our attention that causes us to believe that the accompanying consolidated interim financial statements of the Group are not presented fairly, in all material respects, in accordance with K-IFRS 1034, Interim Financial Reporting. A-1
Others We audited the consolidated interim statement of financial position as of December 31, 2016, and the related consolidated interim statements of comprehensive income, changes in shareholders equity and cash flows for the year ended December 31, 2016 (not presented in the accompanying consolidated financial statements, all expressed in Korean Won), in accordance with auditing standards generally accepted in the Republic of Korea. We expressed an unqualified opinion in our independent auditors report dated on March 3, 2017. The consolidated statement of financial position as of December 31, 2016 presented as a comparative purpose in the accompanying financial statements does not differ, in all material respects, from the audited consolidated statement of financial position as of December 31, 2016. Accounting principles and review standards and their application in practice vary among countries. The accompanying consolidated financial statements are not intended to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in countries other than the Republic of Korea. In addition, the procedures and practices utilized in the Republic of Korea to review such financial statements may differ from those generally accepted and applied in other countries. Accordingly, this report and the accompanying consolidated financial statements are for use by those knowledgeable about Korean accounting procedures and review standards and their application in practice. November 13, 2017 Notice to Readers This report is effective as of November 13, 2017, 2017, the accountants review report date. Certain subsequent events or circumstances may have occurred between the accountants review report date and the time the accountants review report is read. Such events or circumstances could significantly affect the consolidated financial statements and may result in modifications to the accountants review report. A-2
WOORI BANK AND SUBSIDIARIES CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION AS OF SEPTEMBER 30, 2017 AND DECEMBER 31, 2016 September 30, 2017 December 31, 2016 (Korean Won in millions) ASSETS Cash and cash equivalents (Note 6) 6,812,489 7,591,324 Financial assets at fair value through profit or loss (Notes 4,7,11,12,18 and 26) 4,609,487 5,650,724 Available-for-sale financial assets (Notes 4,8,11,12 and 18) 18,624,588 20,817,583 Held-to-maturity financial assets (Notes 4,9,11,12 and 18) 16,325,482 13,910,251 Loans and receivables (Notes 4,10,11,12,18 and 45) 266,972,072 258,392,633 Investments in joint ventures and associates (Note 13) 557,860 439,012 Investment properties (Note 14) 361,355 358,497 Premises and equipment (Notes 15 and 18) 2,490,725 2,458,025 Intangible assets and goodwill (Note 16) 524,914 483,739 Assets held for sale (Note 17) 2,909 2,342 Current tax assets 4,105 6,229 Deferred tax assets 258,031 232,007 Derivative assets (Notes 4,11,12 and 26) 109,828 140,577 Net defined benefit assets (Note 24) 5,934 70,938 Other assets (Notes 19 and 45) 215,383 128,846 Total assets 317,875,162 310,682,727 LIABILITIES Financial liabilities at fair value through profit or loss (Notes 4,11,12,20 and 26) 2,468,106 3,803,358 Deposits due to customers (Notes 4,11,21 and 45) 226,344,233 221,020,411 Borrowings (Notes 4,11,12 and 22) 16,314,499 18,769,515 Debentures (Notes 4,11 and 22) 27,537,013 23,565,449 Provisions (Notes 23 and 44) 401,185 428,477 Net defined benefit liability (Note 24) 26,433 64,666 Current tax liabilities 249,960 171,192 Deferred tax liabilities 22,303 22,023 Derivative liabilities (Notes 4,11,12 and 26) 41,619 7,221 Other financial liabilities (Notes 4,11,12, 25 and 45) 23,529,630 21,985,086 Other liabilities (Notes 25 and 45) 323,213 299,376 Total liabilities 297,258,194 290,136,774 (Continued) A-3
WOORI BANK AND SUBSIDIARIES CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION AS OF SEPTEMBER 30, 2017 AND DECEMBER 31, 2016 (CONTINUED) September 30, December 31, 2017 2016 (Korean Won in millions) EQUITY Owners equity: 20,450,563 20,386,160 Capital stock (Note 28) 3,381,392 3,381,392 Hybrid securities (Note 29) 3,017,888 3,574,896 Capital surplus (Note 28) 287,066 286,331 Other equity (Note 30) (1,759,299) (1,468,025) Retained earnings (Notes 31 and 32) (Regulatory reserve for credit loss as of September 30, 2017 and December 31, 2016 is 2,438,191 million Won and 2,255,252 million Won, respectively Regulatory reserve for credit loss to be reserved as of September 30, 2017 and December 31, 2016 is 102,705 million Won and 182,939 million Won, respectively Planned provision of regulatory reserve for credit loss as of September 30, 2017 and December 31, 2016 is 102,705 million Won and 182,939 million Won, respectively) 15,523,516 14,611,566 Non-controlling interests (Note 1) 166,405 159,793 Total equity 20,616,968 20,545,953 Total liabilities and equity 317,875,162 310,682,727 See accompanying notes A-4
WOORI BANK AND SUBSIDIARIES CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE INCOME FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016 Three months ended September 30 2017 2016 Nine months Three months ended ended September 30 September 30 Nine months ended September 30 (Korean Won in millions, except per share data) Interest income 2,187,829 6,377,413 2,108,925 6,402,487 Interest expense 836,273 2,475,537 852,483 2,657,287 Net interest income (Notes 34 and 45) 1,351,556 3,901,876 1,256,442 3,745,200 Fees and commissions income 534,597 1,548,490 482,002 1,388,832 Fees and commissions expense 257,728 733,921 240,495 679,319 Net fees and commissions income (Notes 35 and 45) 276,869 814,569 241,507 709,513 Dividend Income (Note 36) 48,842 108,287 16,881 137,280 Net gain (loss) on financial instruments at fair value through profit or loss (Note 37) 48,773 (97,636) (102,362) (43,766) Net gain on available-for-sale financial assets (Note 38) 44,273 148,445 3,889 32,772 Impairment losses on credit loss (Notes 39 and 45) (217,259) (501,022) (240,099) (670,843) General and administrative expenses (Note 40 and 45) (1,108,625) (2,647,052) (767,230) (2,411,782) Other net operating income (expenses) (Notes 40 and 45) (126,741) 74,449 31,090 (109,153) Operating income 317,688 1,801,916 440,118 1,389,221 Share of gains (losses) of joint ventures and associates (Note 13) 69,670 5,392 (6,375) (18,019) Other net non-operating income (loss) (15,720) (5,722) 14,532 (11,806) Non-operating income (loss) (Note 41) 53,950 (330) 8,157 (29,825) Net income before income tax expense 371,638 1,801,586 448,275 1,359,396 Income tax expense (Note 42) 88,212 409,145 88,883 242,217 Net income (Net income after the provision of regulatory reserve for credit loss for the three months ended September 30, 2017 and 2016 are 230,682 million Won and 372,698 million Won, respectively, and net income after the provision of regulatory reserve for credit loss for the nine months ended September 30, 2017 and 2016 are 1,289,736 million Won and 1,117,659 million Won, respectively) (Note 32) 283,426 1,392,441 359,392 1,117,179 Remeasurement of the net defined benefit liability 22,820 13,143 (8,121) (52,788) Items that will not be reclassified to profit or loss 22,820 13,143 (8,121) (52,788) Gain (loss) on available-for-sale financial assets (22,335) (51,041) (27,945) 52,278 Share of other comprehensive gain (loss) of joint ventures and associates 3,410 4,917 (2,732) (2,965) Gain (loss) on foreign currency translation for foreign operations 14,488 (54,522) (72,392) (75,041) Gain (loss) on valuation of cashflow hedge 279 (1,247) - 10,371 Items that may be reclassified to net income (4,158) (101,893) (103,069) (15,357) Other comprehensive income (loss), net of tax 18,662 (88,750) (111,190) (68,145) Total comprehensive income 302,088 1,303,691 248,202 1,049,034 Net income attributable to: Net income attributable to owners 280,146 1,378,507 355,649 1,105,915 Net income attributable to non-controlling interests 3,280 13,934 3,743 11,264 Total comprehensive income attributable to: Comprehensive income attributable to owners 299,649 1,295,391 248,848 1,037,516 Comprehensive income (loss) attributable to non-controlling interests 2,439 8,300 (646) 11,518 Basic and diluted earnings per share (In Korean Won) (Note 43) 358 1,855 455 1,421 See accompanying notes A-5
WOORI BANK AND SUBSIDIARIES CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016 Other Equity and others Noncontrolling interests Capital stock Hybrid securities Capital surplus Retained earnings Controlling interests Total equity (Korean Won in millions) January 1, 2016 3,381,392 3,334,002 294,259 (1,547,303) 13,726,122 19,188,472 121,443 19,309,915 Net income - - - - 1,105,915 1,105,915 11,264 1,117,179 Dividends - - - - (168,317) (168,317) (1,275) (169,592) Disposal of investments in consolidated subsidiaries - - 1 - - 1-1 Gain on valuation of availablefor-sale financial assets - - - 51,654-51,654 624 52,278 Changes in equity of joint ventures and associates - - - (2,965) - (2,965) - (2,965) Loss on foreign currencies translation of foreign operations - - - (74,675) - (74,675) (366) (75,041) Gain on valuation of cash flow hedge - - - 10,371-10,371-10,371 Remeasurement of the net defined benefit liability - - - (52,783) - (52,783) (5) (52,788) Dividends on hybrid securities - - - - (149,506) (149,506) - (149,506) Issuance of hybrid securities - 549,905 - - - 549,905-549,905 September 30, 2016 3,381,392 3,883,907 294,260 (1,615,701) 14,514,214 20,458,072 131,685 20,589,757 January 1, 2017 3,381,392 3,574,896 286,331 (1,468,025) 14,611,566 20,386,160 159,793 20,545,953 Net income - - - - 1,378,507 1,378,507 13,934 1,392,441 Dividends - - - - (336,636) (336,636) (1,544) (338,180) Subsidiary capital increase - - 735 - - 735 (144) 591 Gain(loss) on valuation of available-for-sale financial assets - - - (51,480) - (51,480) 439 (51,041) Changes in equity of joint ventures and associates - - - 4,917-4,917-4,917 Loss on foreign currencies translation of foreign operations - - - (48,506) - (48,506) (6,016) (54,522) Loss on valuation of cash flow hedge - - - (1,247) - (1,247) - (1,247) Remeasurement of the net defined benefit liability - - - 13,200-13,200 (57) 13,143 Dividends on hybrid securities - - - - (129,921) (129,921) - (129,921) Issuance of hybrid securities - 559,565 - - - 559,565-559,565 Redemption of hybrid securities - (1,116,573) - (208,158) - (1,324,731) - (1,324,731) September 30, 2017 3,381,392 3,017,888 287,066 (1,759,299) 15,523,516 20,450,563 166,405 20,616,968 See accompanying notes A-6
WOORI BANK AND SUBSIDIARIES CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016 For the nine months ended September 30 2017 2016 (Korean Won in millions) Cash flows from operating activities: Net income 1,392,441 1,117,179 Adjustments: Income tax expense 409,145 242,217 Interest income (6,377,413) (6,402,487) Interest expense 2,475,537 2,657,287 Dividend income (108,287) (137,280) (3,601,018) (3,640,263) Additions of expenses not involving cash outflows: Impairment losses on credit loss 501,022 670,843 Impairment loss on investments in joint ventures and associates 74,171 29,280 Loss on transaction and valuation of derivatives instruments (hedging) 39,768 31,778 Loss on hedged items (fair value hedge) 6,856 82,263 Provisions 52,391 22,695 Retirement benefits 107,430 114,277 Depreciation and amortization 179,085 191,127 Loss on disposal of investments in joint ventures and associates 38,701 15,060 Loss on disposal of premises and equipment and other assets 8,574 6,611 Impairment loss on premises and equipment and other assets 269 1,403 1,008,267 1,165,337 Deduction of revenues not involving cash inflows: Gain on valuation of financial instruments at fair value through profit or loss 65,764 182,767 Gain on available-for-sale financial assets 148,445 32,772 Gain on valuation of investments in joint ventures and associates 79,563 11,261 Gain on transaction and valuation of derivatives instruments (hedging) 7,695 77,723 Gain on hedged items (fair value hedge) 25,055 30,602 Reversal of provisions 2,000 864 Gain on disposal of investments in joint ventures and associates 33,194 1,250 Gain on disposal of premises and equipment and other assets 4,895 1,525 Reversal of impairment loss on premises and equipment and other assets 604 3,711 367,215 342,475 Changes in operating assets and liabilities: Financial instruments at fair value through profit or loss (232,152) (137,199) Loans and receivables (10,076,492) (17,776,026) Other assets (86,535) (94,998) Deposits due to customers 5,326,478 11,323,759 Provision (98,616) (58,034) Net defined benefit liability (19,952) (249,297) Other financial liabilities 1,644,842 9,621,522 Other liabilities 14,749 18,750 (3,527,678) 2,648,477 (Continued) A-7
WOORI BANK AND SUBSIDIARIES CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016 (CONTINUED) For the nine months ended September 30 2017 2016 (Korean Won in millions) Cash received from (paid for) operating activities: Interest income received 6,445,201 6,409,990 Interest expense paid (2,535,668) (2,498,628) Dividends received 110,855 136,163 Income tax paid (328,793) (211,346) Net cash provided by (used in) operating activities (1,403,608) 4,784,434 Cash flows from investing activities: Cash in-flows from investing activities: Disposal of available-for-sale financial assets 18,991,381 14,997,100 Redemption of held-to-maturity financial assets 6,851,014 5,958,431 Disposal of investments in joint ventures and associates 78,204 57,035 Disposal of investment properties 356 - Disposal of premises and equipment 6,425 250 Disposal of intangible assets 998 3,784 Disposal of assets held for sale 6,832 13,876 25,935,210 21,030,476 Cash out-flows from investing activities: Acquisition of available-for-sale financial assets 15,777,632 16,194,628 Acquisition of held-to-maturity financial assets 9,280,802 6,224,158 Acquisition of investments in joint ventures and associates 137,411 800 Acquisition of investment properties 5,080 3,133 Acquisition of premises and equipment 133,728 82,727 Acquisition of intangible assets 168,676 115,445 25,503,329 22,620,891 Net cash provided by (used in) investing activities 431,881 (1,590,415) Cash flows from financing activities: Cash inflows from financing activities: Increase in borrowings 9,856,662 5,698,152 Issuance of debentures 14,556,550 11,913,773 Issuance of hybrid securities 559,565 549,905 Capital increase of subsidiaries 635-24,973,412 18,161,830 Cash outflows from financing activities: Decrease in borrowings 12,308,155 8,512,585 Repayment of debentures 10,581,681 10,691,486 Redemption of hybrid securities 1,323,400 - Payment of dividends 336,636 168,317 Dividends paid on hybrid securities 131,423 125,946 Dividends paid on non-controlling interests 1,544 1,275 24,682,839 19,499,609 Net cash provided by (used in) financing activities 290,573 (1,337,779) Net increase (decrease) in cash and cash equivalents (681,154) 1,856,240 Cash and cash equivalents, beginning of the period 7,591,324 6,644,055 Effects of exchange rate changes on cash and cash equivalents (97,681) (218,785) Cash and cash equivalents, end of the period 6,812,489 8,281,510 See accompanying notes A-8